Bylaws of the Delaware Chapter of the American Planning Association

Proposed March 2016

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BYLAWS
OF THE DELAWARE CHAPTER
OF THE AMERICAN PLANNING ASSOCIATION
As Proposed March 2016
Previously amended November 9, 2011

Table of Contents
1
1.1
1.2
1.3
1.4
1.5
2

GENERAL ....................................................................................................................................... 2
Name and Area ......................................................................................................................... 2
Parent Organization .................................................................................................................. 2
Non-Profit Nature of the Chapter ............................................................................................. 3
Mission Statement / Purpose .................................................................................................... 3
Definitions ................................................................................................................................. 3
MEMBERSHIP ................................................................................................................................ 4

2.1 Eligibility .................................................................................................................................... 4

2.2 Membership Responsibilities and Privileges ........................................................................... 5
2.3 Termination of membership ..................................................................................................... 6
2.3.1 Voluntary........................................................................................................................... 6
2.3.2 Involuntary ........................................................................................................................ 6
2.4 Dues .......................................................................................................................................... 6
2.4.1 NATIONAL APA MEMBERS ................................................................................................ 6
2.4.2 CHAPTER ONLY / ASSOCIATE MEMBER ............................................................................ 6
2.4.3 Student Membership Dues (Local Members Only) .......................................................... 7
2.5 Transfer General Membership ............................................................................................... 7
3

MEETINGS ..................................................................................................................................... 7

3.1 Procedural Rules / Roberts Rules of Order .............................................................................. 7

3.2 Types of Meetings ..................................................................................................................... 7
3.3 Annual Meeting......................................................................................................................... 7
3.3.1 Notification of Annual Meeting......................................................................................... 9
3.4 Periodic (Business) Meetings .................................................................................................... 9
3.5 Special Meetings ....................................................................................................................... 9
3.6 Quorum Requirements ............................................................................................................. 9
4

CHAPTER LEADERSHIP ................................................................................................................... 9

4.1 Officers: Election and Terms .................................................................................................. 11

4.2 Positions and Duties of all officers ......................................................................................... 12
4.2.1 President ........................................................................................................................ 12
4.2.2 Vice President/President Elect ....................................................................................... 13
4.2.3 Secretary (Recording & Correspondence) ...................................................................... 13
4.2.4 Treasurer ........................................................................................................................ 14
4.2.5 Immediate Past President .............................................................................................. 15
4.2.6 Professional Development Officer (PDO) ....................................................................... 15

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4.3 Vacancies of Elected Positions ............................................................................................... 17
4.4 Removal from Office .............................................................................................................. 17
4.5 EXECUTIVE COMMITEE ........................................................................................................... 17
4.5.1 Duties ............................................................................................................................. 17
4.5.2 Meetings and Quorums .................................................................................................. 19
4.5.3 Acting without Physical Meeting .................................................................................... 19
4.5.4 Executive Director Position ............................................................................................ 19
5

FUNCTIONAL COMMITTEES ....................................................................................................... 20

5.1 Regular Committees ............................................................................................................... 22
5.1.1 Advocacy, Public Policy, and Public Engagement Committee ........................................ 22
5.1.2 Meetings and Events Committee ................................................................................... 22
5.1.3 Membership Committee ................................................................................................ 22
Website and ................................................................................................................... 22
5.1.4 Communications Committee .......................................................................................... 22
5.1.5 Management and Finance Committee ........................................................................... 23
5.2 Special Committee ................................................................................................................. 23
5.2.1 Nominating Committee .................................................................................................. 23

ELECTIONS .................................................................................................................................. 23
6.1 Election Process23
6.1
6.2
6.3
6.4
6.2
6.3

Nominations ........................................................................................................................... 23
Election Procedures ................................................................................................................ 23
Tallying of Ballots ................................................................................................................... 24
Special Elections ..................................................................................................................... 24
Nominations ......23
Special Elections.23
FINANCES ................................................................................................................................... 24

7.1
7.2
8

The Budget ............................................................................................................................. 24

Control of Chapter Funds ....................................................................................................... 25
AMENDMENT AND ADOPTION OF BYLAWS ............................................................................... 25

8.1
8.2

Amendment ........................................................................................................................... 25
Adoption ................................................................................................................................. 26

1 GENERAL
1.1 Name and Area
The name of the organization is the Delaware Chapter of the American Planning
Association. The area directly served by the Chapter shall be the State of Delaware.

1.2 Parent Organization

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The national, parent organization, the American Planning Association, will hereafter be
known as the National APA and the subject organization will hereinafter referred to as the
Chapter or APA Delaware.

1.3 Non-Profit Nature of the Chapter

The Delaware Chapter is non-profit. Its income shall be used only for Chapter purposes,
and no part of its net earnings shall be used for the benefit of any member or other individual,
except that the Chapter may pay reasonable compensation for services rendered and to make
payments, reimbursements, and/or distributions in furtherance of Chapter purposes.

1.4 Mission Statement / Purpose

The mission of the Delaware Chapter of APA is to:
1. Advance the art and science of planning in Delaware.
2. Provide vision and leadership to foster better planning for Delaware in the development
of sustainable vital communities and conservation of valuable physical, natural and fiscal
resources.
3. Provide a forum for the training, understanding and application of sound planning
principles.
4. Provide continuing education for planning professionals, public officials and the public in
Delaware and beyond.
5. Facilitate the individual participation of APA members in the affairs of the APA.

1.5 Definitions
National Office
The term National office refers to the home offices of APA designated to serve
Chapter and membership matters; those offices being located in Chicago and
Washington, D.C. respectively as of 2010.
Executive Director
Unless otherwise defined or annotated, the term Executive Director, when used in
these Bylaws, refers to the duly appointed Executive Director of APA in the National
office. The Chapter Executive Director will be referred to by the title, Chapters
Executive Director.
Organizational Address of Record

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The Chapter shall establish and maintain a central post office box within Delaware
for the purposes of receiving official correspondence. This Post Office Box may be
located at the discretion of and for the convenience of the Officers of the APA Delaware.
Member Address of Record
The address of record for a member of the Chapter who is a member of APA shall
be the address furnished by the member to the National APA office. It is the member's
responsibility to notify the National Office of any change in address. The address of
record for a member of the Chapter who is not a member of APA (a Chapter only
member or Associate member) shall be that supplied to the Chapter Executive
Director or Chapter Secretary on the Chapter Only Members Membership Form. It is
the responsibility of the Chapter Only Members to notify the APA Delaware Secretary
directly of any change in both physical and e-mail addresses.
Publications of the Chapter
A publication of the Chapter shall mean any publication that is mailed or
transmitted electronically (through e-mail or by posting to the Chapter website) to all
Chapter members at their address of record, without special charge.
Executive Committee
The Executive Committee is a standing committee composed of the Chapter Officers
and other members of the Chapter which is responsible for conducting the routine
business affairs of the Chapter. The composition, role, limitations, and responsibilities of
the Executive Committee are defined in Section 4.

2 MEMBERSHIP
2.1 Eligibility
All members of National APA whose address of record are within the Chapter Area are
automatically defined by National APA as Delaware Chapter members. Any APA member
whose address of record is outside the Chapter Area may also become a member of the
Chapter upon payment of applicable dues and assessments to National APA which will send
notification to the APA Delaware Chapter Secretary.
Persons who are not members of APA National may become members of the APA Delaware
Chapter upon completion of an application form and payment of applicable Chapter dues and
assessments; such members shall be known as Chapter Only Members / Associate Members.

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This latter level of membership in the Chapter is not recognized by National APA, and does not
provide the full rights and privileges proffered by national membership.
Chapter members may pass between the APA membership class and the Chapter Only
Member membership class (and vice versa) without prejudice, although full National APA
membership is encouraged for general members and required for American Institute of
Certified Planners (AICP) members.

2.2 Membership Responsibilities and Privileges

The Chapter subscribes to the APA Statement of Ethical Principles and to any successive
APA code of ethics or statement of principles of conduct for planning process participants and
planners as a minimum standard of conduct and expects its membership to subscribe, promote
and abide by its guidance.
Full APA Members shall have the right to:
1. Vote for officers of the Chapter.
2. Hold any Chapter Office.
3. Be appointed to any committee, task force, work group, or team created by the
Chapter.
4. Vote on all general policy matters put before the membership at business
meetings, by mail ballot or transmitted electronically (e.g., through e-mail or by
posting to the Chapters website).
5. Petition and to vote for amendments to Chapter Bylaws and for changes in dues.
Chapter Only Members shall have the right to:
1. Vote for officers of the Chapter.
2. Hold any Chapter Office except the President, Vice-President, and Chapter
Professional Development Officer (PDO) due to the special functions those three
positions perform in National APA and AICP affairs.
3. Be appointed to any committee, task force, work group, or team created by the
Chapter except the AICP Professional Development Committee (and its
Professional Development Officer), which requires that it members have AICP
credentials.
4. Petition and vote for amendments to these Bylaws.

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All members of the Chapter are expected to

1. Participate in Chapter activities.
2. Serve on committees and/or as committee chairs or group leaders when called.
3. Assist in or carry-out work assignments, projects, programs, or tasks assigned to
the committee, work group, or team to which the member is assigned.

2.3 Termination of Membership

2.3.1 Voluntary
Chapter membership shall be terminated upon termination of National APA membership or
failure to pay Chapter dues or assessments. Members can be reinstated to Chapter
membership upon payment of current dues.

2.3.2 Involuntary
While it is not a function of the Chapter to treat its membership in a parental or judgmental
manner, regrettably from time-to-time it might become necessary to consider discipline,
censure, suspension, or expulsion of a member for actions that are in contravention of the
ethical norms established by APA.
Suspension of Chapter membership for just cause shall be determined by an ad hoc
committee appointed by the Chapter President. Their determination regarding cause and the
length of the suspension shall be presented to, and affirmed by, the full Executive Committee.
AICP members suspended for a violation of the AICP Code of Ethics and Professional
Conduct will be suspended from Chapter membership for a period equal to that of the AICP
suspension.

2.4 Dues
2.4.1 National APA Members
Dues are assessed/collected at the same time that National APA dues are collected via the
National APAs payment form.

2.4.2 Chapter Only / Associate Members

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Dues are payable on the first day of the fiscal year, as determined by the most recent
Chapter Budget. New Associate members joining at a time when there are six months or less
remaining in the Chapters fiscal year shall only pay one-half of the dues for that year.
Membership is effective immediately upon payment of dues. Payment of APA Delaware dues
may be made electronically through the APA Delaware website, or by check to the APA
Delaware Chapter address of record.

2.4.3 Student Membership Dues (Local Members Only)

The Chapter may establish lower annual membership dues for Chapter Only Members who
are certified full time college students than that established for Chapter Only Members in
general. Such local student dues may not be lower than the reimbursement the Chapter
receives from APA for APA student members.

2.5 Transfer General Membership

Chapter membership of an APA member shall automatically be transferred to another
Chapter if a member changes his/her address of record to another chapter area or otherwise
changes their chapter affiliation via appropriate processes and channels provided by the
National Office of APA to the Chapter. It is the responsibility of the individual member to see
that his/her dues are attributed to the proper chapter.

3 MEETINGS
3.1 Procedural Rules / Roberts Rules of Order
At meetings of the membership and the Chapter Executive Committee, parliamentary
procedures generally shall be governed by Roberts Rules of Order.

3.2 Types of Meetings

The Chapter may conduct or sponsor meetings, conferences, seminars, workshops, retreats,
and forums of various types in pursuit of the Chapter's mission and purpose.
Meetings shall be categorized into two major types: business meetings and non-business
meetings. Business meetings primarily are for the conduct of Chapter affairs and business. The
Annual Meeting, Periodic Meetings, and Special Meetings are considered business meetings.

3.3 Annual Meeting

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An Annual Meeting of the Chapter membership shall be held each calendar year. The
Chapter Executive Committee shall determine the specific location, day, and time of each
Annual Meeting.

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3.3.1 Notification of Annual Meeting

The Chapter Secretary shall notify the membership of the time, place, and date of the
Annual Meeting either in a publication of the Chapter or by another communication that is
mailed or transmitted electronically (e.g., through e-mail or by posting to the Chapters
website) to each member at least three weeks before the meeting.

3.4 Periodic (Business) Meetings

At least one Business Meeting shall be held each calendar year. This Periodic (Business)
Meeting shall be held at a date, time and place selected by the President or Executive
Committee. Notice of the Periodic Meeting shall be given to members at least two weeks
before the meeting in a manner consistent with current chapter policies regarding member
notification and shall include a statement of the purpose(s) of the meeting.
The annual Business Meeting may be combined with the Annual Meeting when deemed
necessary by the Chapter Leadership.

3.5 Special Meetings

A Special Meeting of the members may be called by the President, the Executive
Committee, or a petition signed by at least five percent of the members of the Chapter. Said
petition will state the purpose(s) for which the proposed Special Meeting is to be called. The
place, date, and time shall be set by the President or the Executive Committee, provided that
the location shall be within the Chapter Area. Notice of a Special Meeting shall be given to
members at least two weeks before the meeting and shall include a statement of the
purpose(s) of the Special Meeting.

3.6 Quorum Requirements

At Annual Meetings, Periodic Meetings, Special Meetings or any other business meetings,
except mail ballots or other electronic transmissions (e.g., through e-mail or by posting to the
Chapters website) for election of officers, by-law amendments and changes in dues, a quorum
shall be fifteen (15) percent of the Chapter Membership.

4 CHAPTER LEADERSHIP
The Executive Committees is to be a minimum of nine (9) members with a maximum of
fifteen (15) members consisting of the six (6) officers and three (3) to nine (9) appointed

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members. The Executive Committee would also include an optional Chapter Executive Director
as an ex-officio member.
A quorum of the Executive Committee shall be a majority of the Executive Committee
members appointed at the time of the vote.

Position

Officer Status

How Selected

Term

President

Officer

Elected by membership*

2 years+

Vice President / President

Elect

Officer

Elected by membership*

2 years+

Secretary

Officer

Elected by membership

2 years+

Treasurer

Officer

Elected by membership

2 years+

Immediate Past President

Officer

Elected by membership*

2 years+

Professional Development
Officer

Officer

Appointed by President, confirmed by

the other Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

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Appointed Member

No

Appointed by President, confirmed by

the Officers

Until next election

Chapter Executive Director

(optional)

No; Ex-Officio
member

Appointed by President, confirmed by

the Executive Committee

Serves at pleasure of
Executive Committee

*The President will have been elected as the Vice President / President Elect in the previous
election cycle. The Immediate Past President will have just completed a term as President
+

Term is 2 years or as extended as per the provisions of the Bylaws.

4.1 Officers: Election and Terms

The officers of the Chapter shall be President, Vice President/President Elect, Immediate
Past President, Secretary, Treasurer, and Professional Development Officer (PDO). The
President, Vice President / President Elect and the Professional Development Officer (PDO)
must be full members of APA National. All officers are elected by the membership with the
exception of the Professional Development Officer (PDO), who is appointed by the President.
Terms of officers (except the PDO) shall be two years beginning on the first day of the
quarter following their election (January 1, April 1, July 1, or October 1). The PDO shall be
appointed or re-appointed by the President through the procedures described in these Bylaws.
The ceremonial installation of new officers shall take place at the Annual Meeting of the
membership.
In the event of a situation that demands continuity of leadership that would span over the
normal time of a Chapter election, the Executive Committee may vote to extend the term of the
current slate of officers. Report of any such vote creating such an extension shall contain
language specifying the conditions necessitating the extension and the date of expiration of the
extension.
SUMMARY

Elections for officers held every other year (biannually) in accordance with procedures in
the Bylaws. The Chapter election cycle and dates will follow that of the National
APA organizations Bylaws on this matter

Membership will elect the Vice President/President Elect, Secretary and Treasurer
during each election cycle. The sitting Vice President/President Elect will take office as
the President at the same time as the newly elected officers. The sitting President will
become the Immediate Past President at this time.

The election of officers is to occur at least 14 days prior to the Annual Meeting, every
other year (biannually).

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President appoints the appointed members of the Chapter Executive Committee subject
to confirmation of the Chapter officers, and, if desired, the Chapter Executive Director at
his/her convenience. Incumbents serving on the Executive Committee remain in office
until President makes new appointments and the officers confirm.

Vacancies will be filled as they occur.

There are no term limits for any position, elected or appointed, with exception of the Vice
President to President to Immediate Past President cycle (6 years).

4.2 Positions and Duties of all officers

4.2.1 President
The President shall
1. Preside at all meetings of the Executive Committee and the membership.
2. Provide leadership on the development and implementation of Chapter policies
and programs in coordination with the Executive Committee.
3. Be responsible for, or oversee the preparation, adoption and implementation of a
multi-year Chapter development plan (to be known as the Strategic Plan).
4. Direct the preparation by the Vice President of an annual report, work program
and budget for approval by the Executive Committee.
5. Have the power to create, appoint and discharge all Chapter committees unless
otherwise provided in these Bylaws.
6. Represent the Chapter on the APA Nationals Chapter President's Council (CPC)
and at all National APA functions.
7. Prepare and submit all reports required by National APA.
8. Be the official spokesperson for the Chapter in regard to policy issues, Chapter
positions, and public affairs matters.
9. Accept grants and execute contracts and agreements when authorized by the
Executive Committee for the purposes of the Chapter.
10. Perform other duties required by these Bylaws or customary to the office.

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11. Carry-out any additional duties that may be assigned or delegated to the office by
the Chapter membership.

4.2.2 Vice President/President Elect

The Vice President/President Elect shall
1. Assist the President in the guidance and coordination of committee activities.
2. Under the supervision of the President, prepare the Chapters annual report, work
program and budget for approval by the Executive Committee.
3. Carry out any other duties assigned by the President or Executive Committee. In
the absence of, or in the event of incapacity of the President, the Vice
President/President Elect shall assume the duties of the President for the time
period for which the President is incapable of carrying out the duties of the office.
4. Perform other duties required by these Bylaws or customary to the office.

4.2.3 Secretary (Recording & Correspondence)

The Secretary of the Chapter shall:
1. Maintain, with the assistance of APA, an accurate and complete list of the
members of the Chapter (APA and Chapter Only), their addresses, telephone
numbers and other relevant information, and assist the Treasurer in distributing
dues and assessment notices and collecting same as necessary.
2. Notify members and the Executive Committee members of meetings.
3. Record, prepare, distribute and report minutes of Chapter and Executive
Committee meetings.
4. Transmit to the Executive Director of APA, Chapter President and the Chapter
President-Elect a list of all Chapter officers (including their addresses and
telephone numbers) within 10 days of their election.
5. Notify the Executive Director of APA and the Chapter President of the results of
Chapter voting, and in so doing, specify the quorum and the number voting for
each candidate or aye or nay on each issue.
6. Transmit at least five (5) copies of Chapter publication to the Executive Director of
APA per APA guidance material.

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7. Coordinate with the President to submit to the Executive Director of APA proposed
Bylaws or Amendments as required by the Bylaws of APA National.
8. Be responsible for the maintenance of Chapter correspondence files, including
assistance to other officers and committee chairpersons in the preparation and
distribution of Chapter correspondence and publications.
9. Maintain membership records and mailing lists (including electronic lists) for the
purposes of carrying out Chapter programs and activities; these lists may augment
those provided by National APA.
10. Perform such other duties required by these Bylaws, or assigned by the President
or Executive Committee, or customary to the office.

4.2.4 Treasurer
The Treasurer of the Chapter shall:
1. Receive and disburse Chapter funds and record such transactions according to
generally accepted accounting principles and practices (GAAP).
2. Collect chapter dues and assessments not collected by the National APA office and
maintain individual membership dues records.
3. Assist the President and Vice President in the preparing an annual report, budget
and work program for review by the Executive Committee.
4. Recommend the establishment or modification of a fiscal year for financial
reporting purposes.
5. Prepare appropriate and relevant financial reports and budget reports (including a
balance sheet and income statement) for business meetings of the membership
and of the Executive Committee reflecting the current, comparative and projected
financial and budgetary position of the Chapter and its programs.
6. Maintain and manage accounts and financial records of the Chapter, which shall
be open to inspection by Officers and the Executive Committee and shall be
audited at the close of each treasurer's term by either an outside CPA approved by
the Executive Committee or an audit committee established by the President.
7. Provide financial information to the offices of National APA as required for Federal
non-profit corporation reporting on a quarterly basis.

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8. On an annual basis, in conjunction with the Chapters Executive Director, file the
required paperwork to the Internal Revenue Service to maintain the Chapters
non-profit status.
9. Assist the Secretary in maintaining a current list of the membership.
10. Perform such other duties as required by these Bylaws, or as assigned by the
President or the Executive Committee or as is customary to the office.

4.2.5 Immediate Past President

The Immediate Past President of the Chapter shall:
1. Assist in preparing the President Elect to assume the responsibilities and duties of
the office.
2. Serve as an informational resource to the President and the Executive Committee
in transitioning to new leadership.
3. Perform other such duties as requested by the current President.

4.2.6 Professional Development Officer (PDO)

The Professional Development Officer shall:
1. Be a member of the American Institute of Certified Planners (AICP).
2. Promote professional development, continuing education and training
opportunities for Chapter members.
3. Serve as a liaison to the AICP.
4. Coordinate AICP exam preparation opportunities.
5. Serve as a liaison to the National Planning Accreditation Board and to accredited
planning programs.
6. Notify the Executive Committee of opportunities for cooperative endeavors.
7. Work with the President and Executive Committee to program AICP Certification
Maintenance activities for the Chapter and the biannual conference.
8. Serve as a member of the Meetings and Events Committee. The PDO may serve as
the chair of this committee at the discretion of the President. The Meetings and
Events Committee has the responsibility of designing programs and activities for

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all chapter members, lay and professional. Primary goals of this committee will be
to encourage chapter members to participate in AICP certification, and to assist
AICP certified chapter members in retaining their certification.

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4.3 Vacancies of Elected Positions

In the event of a vacancy in the office of President, the Vice President shall assume the
duties and title of President. In the event of both offices becoming vacant unexpectedly, the
Immediate Past President shall assume the duties and title of President until the next election.
The general membership shall elect a new President and Vice President during the next
election.
In the event of a vacancy in the offices of Vice President, Secretary or Treasurer, such offices
shall be filled by a majority vote of the Executive Committee for the period of time remaining in
the terms of the offices that are vacant.

4.4 Removal from Office

Three unexcused absences from consecutive Executive Committee or business meetings of
the Chapter by an officer holder shall be considered a de facto resignation from the office held
by said individual. In addition, the Chapter may make and amend rules and procedures for the
removal of officers for nonfeasance, misfeasance or malfeasance or for the conviction of a
felony. Such rules shall provide for fairness, adequate due process and self-defense and shall
include an appeal process.

4.5 EXECUTIVE COMMITEE

4.5.1 Duties
The Executive Committee shall manage the affairs of the Chapter, which shall include:
1. Assisting the President in developing a mission statement which defines the
chapters core function(s) and purpose(s). Said plan will be submitted to APA
Nation periodically.
2. Assist the President in preparing and maintaining a long-range development plan
(Strategic Plan). Said plan will be submitted to APA National every four years.
3. Assist the President in preparing an annual work plan which identifies outcome
based goals for the coming year(s). Such plan shall be based on the Chapters
mission statement and long range development plan (Strategic Plan). This plan
maybe formatted as a listing of goals and objectives. This plan will be submitted to
APA National periodically as required.

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4. Assist the President in updating Chapter Bylaws no less than once every four years.
These Bylaws shall be submitted to APA National for review and approval as
consistent with National APA Bylaws as required.
5. Assist the President and the Treasurer as required in preparing financial reports
which shall include required IRS forms (such as IRS form 990) for the most recent
fiscal years. These forms shall be submitted to APA National annually. These
reports shall include the identification of all sources of income and expenditures.
6. Assist the President in holding an Annual Meeting, either as a physical gathering of
the membership or via electronic communications.
7. Facilitate either the President or Chapter proxy to attend at least one of the two
APA National leadership meetings in any given calendar year.
8. Prepare or contribute to the preparation of a newsletter which shall be delivered
three times annually either by hard copy or electronically to the Chapter
membership. This communication shall give current information and concerns
relevant to the chapter.
9. Adhere to the APA branding requirements for logos, letterheads and newsletter
mastheads for all Chapter work products and publications.
10. Maintain a current list of all Chapter officers which shall be supplied to APA
National staff.
11. Author expenditures consistent with the approved budget.
12. Put into effect the votes of the Chapter.
13. Approve any contract, legal agreement or borrowing of money on behalf of the
Chapter greater than $100.
14. Review the quality of Chapter investments.
15. Review reports of committees that may be transmitted to the Executive
Committee by the President and request further study, information, or
clarification as may seem desirable and, as appropriate, either taking action on the
report(s) or transmitting such reports, with or without recommendation to the
Chapter.
16. Review public policy and legislative issues and assisting, advising and guiding the
President and Advocacy, Public Policy and Public Engagement Committee in
developing Chapter positions on public issues of interest to the chapter.

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17. Reporting to the membership upon business which the Executive Committee has
considered or acted upon between Chapter meetings.
18. Upon request of the Executive Director of APA, assisting in the investigation of
alleged violations of the APA or AICP code of ethics.
19. Perform such other tasks or functions as are delegated herein or by the members
of the Chapter.

4.5.2 Meetings and Quorums

Meetings of the Executive Committee shall be called by the President, who shall prepare or
designate the preparation of an agenda for such meetings, or by a majority of the Committee
members. There shall be, in each year, at least six meetings of the Executive Committee in
person or by teleconference. A majority of the Executive Committee shall constitute a quorum
for the transaction of business at meetings of the Committee. The Secretary shall keep minutes
of the meetings; these minutes shall be made available to the membership of the Delaware
chapter via the Chapter website.

4.5.3 Acting without Physical Meeting

An action may be taken by the Executive Committee without a meeting through mail or
email. The proposed action must be clearly described in the mail or email correspondence, and
the members of the Executive Committee shall vote either FOR or AGAINST the action by
return mail or email to the Secretary. A simple majority is necessary to approve actions which
are proposed through this method. The Secretary shall tally the votes, and inform the
Executive Committee of the results.

4.5.4 Executive Director Position

This is a professional position with the responsibility of assisting APA Delaware, under
guidance of the Executive Committee, with its efforts to better inform and promote the
Chapter to its current and prospective members. The APA Delaware Executive Director shall be
appointed by a majority vote of the Executive Committee and will serve as a non-voting
member of the Executive Committee. Compensation may be provided, if appropriate.
Duties will be determined by the Executive Committee and may include:
1. Maintaining the APA Delaware website.
2. Assisting with the Chapter's proposed annual work program.

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3. Assisting with preparation and dissemination of correspondence on behalf of APA

Delaware and/or the Executive Committee, including but not limited to
newsletters, meeting announcements, etc.
4. Attending Executive Committee meetings, providing administrative support as
appropriate.
5. Maintaining membership records and mailing lists for the purposes of carrying out
Chapter programs and activities.
6. Performing other duties required by these Bylaws, or assigned by the President or
Executive Committee, or customary to the office.

5 FUNCTIONAL COMMITTEES
There will be five regular committees and one special committee as follows. The President
may form or disband these committees at his/her discretion. The President is also given the
authority to form other special committees at his/her discretion.

Committee

Regular or Special

How Appointed

Members

Advocacy, Public
Policy and Public
Engagement

Regular

President appoints chair,

confirmed by officers;
President appoints members
or delegates to chair

Minimum of 1, additional
chapter members at discretion
of President or chair, plus
President and VP as ex-officio
members

Meetings and Events

Regular

President appoints chair,

confirmed by officers;
President appoints members
or delegates to chair; the PDO
may serve as the chair

Chapter PDO, additional

chapter members at discretion
of President or chair, plus
President and VP as ex-officio
members

Membership

Regular

President appoints chair,

confirmed by officers;
President appoints members
or delegates to chair

Minimum of 1, additional
chapter members at discretion
of President or chair, plus
President and VP as ex-officio
members

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Website and
Communications

Regular

President appoints chair,

confirmed by officers;
President appoints members
or delegates to chair

Minimum of 1, additional
chapter members at
discretion of President or
chair, plus President and VP
as ex-officio members

Management and
Finance

Regular

President serves as chair.

Other members as specified.
President may appoint
additional members at
his/her discretion.

President is the chair, other

members include Vice
President, Secretary,
Treasurer and Chapter
Executive Director if
applicable. Other members if
appointed by President.

Nominating

Special; every other

year at least 20 days
prior to scheduled
biannual election

President appoints members,

confirmed by Executive
Committee

Minimum of 3 chapter
members; Chair to be an
appointed member of the
Executive Committee

1. In general, the President of the Chapter shall have authority to create regular and
special committees and to appoint members to said committees. The President also
may delegate the authority to appoint committee members to individual committee
chairpersons.
2. The President and Vice President are ex-officio members of all committees except the
nominating committee. This will allow the Nominating Committee to perform its task
independently.
3. All committees report to Executive Committee, which shall be consider all reports and
recommendations and take any necessary actions by majority vote.
4. The President may appoint / reappoint all committee chairs and members at his / her
convenience after taking office.
5. The President may form other special committees at his/her discretion to address topics
of importance to the chapter and its membership. Committee chairs for these
committees must be chapter members.
6. Nothing is to prevent the chair of a regular committee or of the Nominating Committee
from serving as the chair or as an appointed member of a special committee as well.
7. Committee Chairs may form sub-committees at their discretion to enable the
completion of committee business.

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5.1 Regular Committees

5.1.1 Advocacy, Public Policy, and Public Engagement Committee
An Advocacy, Public Policy and Public Engagement Committee shall develop, coordinate and
implement research and advisement for the Chapter regarding issues of public policy and
legislative affairs.

5.1.2 Meetings and Events Committee

The Meetings and Events Committee will have the responsibility of designing programs and
activities for all Chapter members, lay and professional. The PDO will serve as a member of
this committee, and may serve as the chair at the discretion of the President. Primary goals of
this committee will be to encourage Chapter members to participate in AICP certification, and
to assist AICP certified chapter members in retaining their certification.
Events should be consistent with the mission statement as expressed in these Bylaws and in
the Chapters Strategic Plan.

5.1.3 Membership Committee

The Membership Committee will work with the President, Secretary, Treasurer and the
National APA to:
1. Check current Chapter roster.
2. Recruit new members and retain current members.
3. Develop and implement strategies to increase the diversity of Chapter
membership. Diversity shall include race, gender, ethnic background, sexual
orientation, physical abilities and economic status.
4. Report to the Executive Committee regarding membership recruitment and
retention periodically and annually.

5.1.4 Website and Communications Committee

Within the limits of the Chapter budget and Chapter Development Plan, the Website and
Communications Committee shall have the responsibility for implementing the Chapters
communications strategy. This may include maintaining the Chapters website, preparing and
distributing Chapter newsletters and news bulletins and other similar periodical publications
budgeted and authorized by the Chapter. This committee is empowered to investigate any and

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all emerging communication strategies, including social media and other electronic forms of
communication. Proposals for how to implement these emerging strategies and technologies
for the benefit of Chapter members and the planning community in general shall be reviewed
and approved by the Executive Committee.

5.1.5 Management and Finance Committee

The Management and Finance Committee is responsible for preparing Chapter budgets,
managing Chapter finances, and reviewing and implementing management practices that are in
the best interest of the Chapter and its membership.

5.2 Special Committee

5.2.1 Nominating Committee
Prior to each biannual election of officers, the President shall appoint a Nominating
Committee to identify a slate of potential officers to the President and full Executive
Committee. The Nominating Committee shall consist of at least three members of the Chapter,
at least one of whom shall be a member of the Executive Committee, but not an officer of the
Chapter. The Executive Committee member shall serve as the chair of the committee. The
Nominating Committee shall be appointed by the President assisted by the Executive
Committee and follow the timeframe per National APA election cycle. shall have at least 20
days to prepare ballots for distribution to the membership either physically or electronically.
The Nominating Committee shall also serve as the Teller Committee to count the ballots and
announce the newly elected officers.

6 ELECTIONS
6.1 Election Process
The Chapter election cycle and dates will follow that of the National APA
organizations Bylaws on this matter

6.1 6.2 Nominations

Nominations for Chapter Officers will be made by the Nominating Committee. The
Committee may solicit interest, suggestions and recommendations from the Chapter
Membership, with the goal of getting two candidates for each office. The Nominating
Committee shall prepare a ballot to be mailed or transmitted electronically for voting by the
membership.

6.2 Election Procedures

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A ballot containing the names of all candidates and an attached qualifications and position
statements sheet(s) shall be mailed or transmitted electronically (e.g., through e-mail or by
posting to the Chapters website) to all Chapter members within 14 days of either the Annual
Meeting or the Special Election Date and returned to the Chapter Secretary no later than 7 days
before the Annual Meeting or by the Special Election Date in the case of a Special Election. The
Secretary will deliver the ballots for counting to the Nominating Committee and assist the
committee in verifying the authenticity of ballots.

6.3 Tallying of Ballots

Ballots for the election of Chapter officers shall be tallied by the Nominating Committee
(who also serve as the Teller Committee) and the results announced at the Annual Meeting.
Election shall be by a majority of eligible members casting ballots for a particular office. In the
event that no candidate receives such a majority, a run-off election shall be held between the
two candidates receiving the largest number of votes for that particular office. Rules governing
such a special election will be formulated by the Nomination Committee. The results of any
Chapter election shall be made known to all members in an e-mail within 14 days of the
election or by mail sent within 14 days of the election.

6.4 6.3 Special Elections

If for any reason a Special Election is required, the Nominations Committee shall nominate
at least two Chapter members to fill the post(s) and establish a Ballot Date and an Election
Date. The Election Date may be no less than 15 days and no more than 45 days from the Ballot
Date. A ballot shall be mailed or transmitted electronically to the Chapter members with
information regarding the candidates. The ballots shall be returned to the Secretary and
counted by the Nominating Committee and results announced to the membership at a business
meeting and in a Chapter publication or e-publication.

7 FINANCES
7.1 The Budget
The Chapter financial activities and Chapter programs shall be guided by a budget which
shall be programmatic in nature. The budget shall include an estimate of revenues; by source
by each program area, as well as the allocation of allowable maximum levels of expenditures by
general type. In regard to revenue sources, the budget will indicate any anticipated fund
account transfers needed to support each program area. Information regarding previous
revenues and expenditure patterns by program area for at least the previous and current
budget years shall be in a narrative which shall accompany the budget.

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The budget period shall be 12 calendar months, the period of which shall be determined by
the Executive Committee.
Under the direction of the President, and with the assistance of the Treasurer and the
Executive Director, the Vice President shall prepare and present a proposed program budget to
the Executive Committee for review. The President and Vice President may solicit input from
officers, committee chairpersons and other members.
The Executive Committee will vote upon the proposed budget so that it may be in effect the
beginning of the Chapters fiscal year.

7.2 Control of Chapter Funds

All disbursement of funds will be made by the Chapter Treasurer by check or by electronic
transfer.
The primary fund account of the Chapter shall be known as the General Fund which will be
the prime source funds for supporting administrative and general program activities which
cannot be supported by fees, registrations, user or participant charges, or earmarked moneys.
All membership dues, general, assessments, and APA rebates shall be deposited into the
General Fund. In addition, revenues from general fundraising events and activities shall be
placed in the General Fund, with the exception of the bi-annual conference monies. The
General Fund can be used to make transfers, advancements, and/or seed-loans to other fund
accounts with the approval of the President and Treasurer.
With the concurrence of the Executive Committee and based on the activities and programs
pursued by the Chapter, the Treasurer may establish other separate fund accounts found
necessary or advantageous to the Chapter.

8 AMENDMENT AND ADOPTION OF BYLAWS

8.1 Amendment
Bylaw amendments may be proposed by the Executive Committee or by a petition signed
by five percent of the Chapter membership.
Methodology
1. The membership may amend the Bylaws by a majority vote of Chapter members, if
by ballot or e-ballot, OR

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2. By - Law amendments may also be adopted by a majority vote of the Chapter

membership present at an Annual Meeting or Special Meeting, provided that the
amendments were either mailed or emailed to the membership, published in a
publication of the chapter, or posted to the Chapters website at least two weeks
prior to the Meeting and that a quorum is present at the time of the vote on the
amendment. The notice of the meeting shall state that among its purposes is the
consideration of the proposed By-Law amendment (s).
In adopting and amending Chapter Bylaws at a business meeting, a quorum shall consist of
15 % of Chapter APA membership.

8.2 Adoption
Adoption of these Bylaws shall be accomplished in accordance with the provisions specified
in Section 8.3 of National APA Bylaws which state that Chapter Bylaws shall not conflict with the
provisions of the Articles of Incorporation or the Bylaws of National APA and that proposed
Bylaws, or Amendments, shall be filed with the Executive Director of APA for a determination of
any such conflicts. A copy of the Bylaws or Bylaw Amendments shall be filed with the Executive
Director of APA by the Chapter President promptly upon their adoption.